
[Federal Register Volume 79, Number 33 (Wednesday, February 19, 2014)]
[Notices]
[Pages 9553-9558]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-03561]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-71530; File No. SR-NASDAQ-2014-015]


Self-Regulatory Organizations; The NASDAQ Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change to 
the Qualified Market Maker Incentive Program and NBBO Setter Incentive 
Program Under Rule 7014, and the Schedule of Fees and Rebates Under 
Rule 7018

February 12, 2014.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on January 31, 2014, The NASDAQ Stock Market LLC (``NASDAQ'' or the 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') a proposed rule change as described in Items I, II and 
III below, which Items have been prepared by the Exchange. The 
Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of the 
Substance of the Proposed Rule Change

    NASDAQ is proposing to make changes to the Qualified Market Maker 
(``QMM'') Incentive Program and NBBO Setter Incentive Program under 
Rule 7014, and the schedule of fees and rebates for execution and 
routing of orders under Rule 7018. NASDAQ will begin assessing the fees 
effective February 3, 2014.
    The text of the proposed rule change is available at NASDAQ's 
principal office, and at the Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, NASDAQ included statements 
concerning the purpose of, and basis for, the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of those statements may be examined at the places specified in 
Item IV below. The Exchange has prepared summaries, set forth in 
sections A, B, and C below, of the most significant parts of such 
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    NASDAQ is proposing several changes to the QMM Incentive Program 
and NBBO Setter Incentive Program under Rule 7014, and to its schedule 
of fees and credits applicable to execution and routing of orders under 
Rule 7018, which is described in detail below.
QMM Incentive Program
    A QMM is a member that makes a significant contribution to market 
quality by providing liquidity at the NBBO in a large number of stocks 
for a significant portion of the day. In addition, the member must 
avoid imposing the burdens on NASDAQ and its market participants that 
may be associated with excessive rates of entry of orders away from the 
inside and/or order cancellation. The designation reflects the QMM's 
commitment to provide meaningful and consistent support to market 
quality and price discovery by extensive quoting at the NBBO in a large 
number of securities. In return for its contributions, certain 
financial benefits are provided to a QMM with respect to a particular 
MPID (a ``QMM MPID''), as described under Rule 7014(e). These benefits 
include a lower rate charged for executions of orders in securities 
priced at $1 or more per share that access liquidity on the NASDAQ 
Market Center and that are entered through a QMM MPID.\3\ The current 
charge assessed on a member for removing liquidity on NASDAQ is $0.0030 
per share executed, irrespective of the security's listing venue (i.e., 
NASDAQ, NYSE, or other).\4\ QMM MPIDs, however, receive a lower charge 
of $0.0029 per share executed, also irrespective of the securities 
listing

[[Page 9554]]

venue. NASDAQ is proposing to limit the reduced charged [sic] provided 
to QMM MPID orders that remove liquidity to only securities listed on 
venues other than NASDAQ (i.e., NYSE or other). When NASDAQ adopted the 
current rate, it noted that the changes it was making were intended to 
encourage members to promote price discovery and market quality by 
quoting at the NBBO for a significant portion of each day in a large 
number of securities, thereby benefitting NASDAQ and other investors by 
committing capital to support the execution of orders.\5\ NASDAQ notes 
that the program with respect to NASDAQ-listed has not been successful 
in providing material improvement in market quality in such securities 
and believes that applying the current default rate of $0.0030 should 
not affect the quality of the market given current market conditions.
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    \3\ Rule 7014(e)(3) further requires, however, that after the 
first month in which an MPID becomes a QMM MPID, the QMM's volume of 
liquidity added, provided, and/or routed through the QMM MPID during 
the month (as a percentage of Consolidated Volume) is not less than 
0.05% lower than the volume of liquidity added, provided, and/or 
routed through such QMM MPID during the first month in which the 
MPID qualified as a QMM MPID (as a percentage of Consolidated 
Volume).
    \4\ NASDAQ provides lower charges for removing liquidity from 
the NASDAQ Market Center, as described in Rule 7018(a).
    \5\ Securities Exchange Act Release No. 70361 (September 10, 
2013), 78 FR 56962 (September 16, 2013) (SR-NASDAQ-2013-114); see 
also Securities Exchange Act Release No. 68905 (February 12, 2013), 
78 FR 11716 (February 19, 2013) (SR-NASDAQ-2013-023).
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NBBO Setter Incentive Program
    The NBBO Setter Incentive Program provides incentive to members to 
set the NBBO or quote at the NBBO on NASDAQ, thus improving the quality 
of the market. Under Rule 7014(f) and unlike other members, a QMM may 
not receive both an Investor Support Program (``ISP'') credit and NBBO 
Setter Incentive credit, but rather receives only the greater credit of 
the two. The Exchange is proposing to expand the limitation on 
receiving only the greater of an ISP credit or NBBO Setter Incentive 
Program credit under Rule 7014(f) to all members. Specifically, the 
Exchange is deleting text in Rule 7014(f) that limits only QMMs to a 
single credit under the programs and is adding text to apply the 
limitation to all members that participate in the programs. As a 
consequence, members that are eligible to receive credits under both 
programs will only receive the larger credit of the two.
Amended Fees for Execution and Routing of Securities Listed on NASDAQ 
(Tape C)
    NASDAQ is proposing to modify certain charges assessed and credits 
provided under Rule 7018(a)(1). First, under Rule 7018(a)(1), NASDAQ 
assesses a charge of $0.0029 per share executed on members that enter 
Market-on-Close (``MOC'') and/or Limit-on-Close (``LOC'') orders 
executed in the NASDAQ Closing Cross, entered through a single MPID 
that represent more than 0.06% of Consolidated Volume during the month. 
NASDAQ originally introduced the discount charge because it believed 
that members that participate in the NASDAQ Closing Cross to a 
significant extent through the use of MOC and/or LOC orders are 
frequently acting on behalf of institutional investor customers.\6\ At 
the time, NASDAQ believed that members may have been giving NASDAQ 
lower relative priority in their order routing decisions due to its 
relatively high fees for accessing liquidity, as compared with lower 
cost exchanges. As a consequence, liquidity providers on NASDAQ may 
have been receiving larger orders that had already attempted to access 
liquidity elsewhere, such that the order was more likely to have an 
impact on the price of the stock. NASDAQ hoped that lowering the fees 
for these members they would be encouraged [sic] to give greater 
priority to NASDAQ in their routing decisions, thereby lowering their 
cost and improving the execution experience of liquidity providers. 
Moreover, NASDAQ hoped to encourage greater use of its Closing Cross 
through the reduction in the charge. NASDAQ notes that [sic] reduced 
rate has not materially improved the market in Tape C securities and 
therefore is proposing to increase the charged assessed from $0.0029 to 
$0.0030 per share executed.
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    \6\ Securities Exchange Act Release No. 68421 (December 13, 
2012), 77 FR 75232 (December 19, 2012) (SR-NASDAQ-2012-135).
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    Second, NASDAQ is proposing to increase the charge assessed a 
member that enters a TFTY order \7\ that executes on a venue other than 
NASDAQ OMX BX (``BX'') or NASDAQ OMX PSX (``PSX''). Currently, NASDAQ 
assesses a charge of $0.0005 per share executed for such TFTY orders 
and NASDAQ is proposing to increase the charge to $0.0007 per share 
executed. Third, NASDAQ is proposing to increase the charge for QDRK, 
or QCST orders \8\ that execute in a venue other than the NASDAQ Market 
Center. NASDAQ currently assesses a charge of $0.0005 per share 
executed for such QDRK, or QCST orders and NASDAQ is proposing to 
increase the charge to $0.0007 per share executed. Lastly, NASDAQ is 
proposing to eliminate the $0.0011 per share credit provided to members 
that enter QCST orders in NASDAQ-listed securities that execute on BX, 
and provide no charge or credit for such orders. These changes will 
reduce costs in a period of reduced trading volumes and are unlikely to 
have a significant impact on members that use NASDAQ's routing 
services, as the charges remain relatively low.
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    \7\ TFTY is a routing option under which orders check NASDAQ for 
available shares only if so instructed by the entering firm and are 
thereafter routed to destinations on the applicable routing table. 
If shares remain un-executed after routing, they are posted to the 
book. Once on the book, if the order is subsequently locked or 
crossed by another market center, the System will not route the 
order to the locking or crossing market center.
    \8\ QDRK is a routing option under which orders check NASDAQ for 
available shares and simultaneously route the remaining shares to 
destinations on the applicable routing table that are not posting 
Protected Quotations within the meaning of Regulation NMS. If shares 
remain un-executed after routing, they are posted on the book. Once 
on the book, if the order is subsequently locked or crossed by 
another market center, NASDAQ will not route the order to the 
locking or crossing market center.
     QCST is a routing option under which orders check NASDAQ for 
available shares and simultaneously route the remaining shares to 
destinations on the applicable routing table that are not posting 
Protected Quotations within the meaning of Regulation NMS and to 
certain, but not all, exchanges. If shares remain un-executed after 
routing, they are posted on the book. Once on the book, if the order 
is subsequently locked or crossed by another market center, NASDAQ 
will not route the order to the locking or crossing market center.
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Amended Fees for Execution and Routing of Securities Listed on NYSE 
(Tape A)
    NASDAQ is proposing to modify certain charges assessed and credits 
provided under Rule 7018(a)(2). Specifically, NASDAQ is proposing to 
amend fees assessed for routing orders in New York Stock Exchange, Inc. 
(``NYSE'') -listed securities. First, NASDAQ is proposing to increase 
the charge assessed a member that enters a TFTY order that executes on 
a venue other than NYSE, NASDAQ OMX BX or NASDAQ OMX PSX. Currently, 
NASDAQ assesses a charge of $0.0005 per share executed for such TFTY 
orders and NASDAQ is proposing to increase the charge to $0.0007 per 
share executed. Second, NASDAQ is proposing to increase the charge for 
QDRK, or QCST orders that execute in a venue other than the NASDAQ 
Market Center. NASDAQ currently assesses a charge of $0.0005 per share 
executed for such QDRK, or QCST orders and NASDAQ is proposing to 
increase the charge to $0.0007 per share executed. Third, NASDAQ is 
proposing to eliminate the $0.0011 per share credit provided to members 
that enter QCST orders in NYSE-listed securities that execute on NASDAQ 
OMX BX, and provide no charge or credit for such orders. Lastly, the 
Exchange is proposing to eliminate the $0.0004 credit provided for DOTI 
orders that orders [sic] that execute in NASDAQ OMX BX, and provide no 
charge or credit for such orders. These changes

[[Page 9555]]

will reduce costs in a period of reduced trading volumes and are 
unlikely to have a significant impact on members that use NASDAQ's 
routing services, as the charges remain relatively low.
Amended Fees for Execution and Routing of Securities Listed on 
Exchanges Other Than NASDAQ and NYSE (Tape B)
    NASDAQ is proposing to modify certain charges assessed and credits 
provided under Rule 7018(a)(3). Specifically, NASDAQ is proposing to 
amend fees assessed for routing orders in securities listed on 
exchanges other than NASDAQ or NYSE. First, NASDAQ is proposing to 
increase the charge assessed a member that enters a TFTY order that 
executes on a venue other than NASDAQ OMX BX or NASDAQ OMX PSX. 
Currently, NASDAQ assesses a charge of $0.0005 per share executed for 
such TFTY orders and NASDAQ is proposing to increase the charge to 
$0.0007 per share executed. Second, NASDAQ is proposing to increase the 
charge for QDRK, or QCST orders that execute in a venue other than the 
NASDAQ Market Center. NASDAQ currently assesses a charge of $0.0005 per 
share executed for such QDRK, or QCST orders and NASDAQ is proposing to 
increase the charge to $0.0007 per share executed. Third, NASDAQ is 
proposing to eliminate the $0.0011 per share credit provided to members 
that enter QCST orders in securities listed on exchanges other than 
NASDAQ or NYSE that execute on NASDAQ OMX BX, and provide no charge or 
credit for such orders. Lastly, the Exchange is proposing to eliminate 
the $0.0004 credit provided for DOTI orders that orders [sic] that 
execute in NASDAQ OMX BX, and provide no charge or credit for such 
orders. These changes will reduce costs in a period of reduced trading 
volumes and are unlikely to have a significant impact on members that 
use NASDAQ's routing services, as the charges remain relatively low.
Amended Fees for Execution in the Closing, Opening and IPO/Halt Crosses
    The Exchange is proposing to charge a fee for all other quotes and 
orders executed in the NASDAQ Closing Cross, other than MOC and LOC 
orders. Currently, the Exchange assesses a fee of $0.0010 per share 
executed \9\ for MOC and LOC orders that execute in the Closing Cross, 
and charges no fee for all other quotes and orders executed in the 
Closing Cross. The Exchange is proposing to assess a fee of $0.0002 per 
share executed for all other quotes and orders executed in the NASDAQ 
Closing Cross, other than MOC and LOC orders. This change will help the 
Exchange recapture some of the costs it incurs operating the cross 
system, while maintaining relatively low fees for the execution of 
orders in the Closing Cross.
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    \9\ Except as provided in Rule 7018(d)(2), which provides that 
High Volume MPIDs pay a discounted fee of $0.0001 per share executed 
with respect to executions of ``Market-On-Close'' and ``Limit-on-
Close'' orders when the same High Volume MPID is on both sides of 
the trade.
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    The Exchange is proposing to charge a fee for all other quotes and 
orders executed in the Nasdaq Opening Cross, other than MOC, LOC, Good-
till-Cancelled (``GTC''), and Immediate-or-Cancel (``IOC'') orders. 
Currently, the Exchange assesses a fee of $0.0005 per share executed 
for the net number of buy and sell shares up to a maximum of $15,000 
per firm per month for MOC and LOC, GTC, and IOC orders that execute in 
the Opening Cross, and charges no fee for all other quotes and orders 
executed in the Opening Cross. The Exchange is proposing to assess a 
fee of $0.0002 per share executed for all other quotes and orders 
executed in the NASDAQ Closing [sic] Cross, other than MOC, LOC, GTC, 
and IOC orders. The Exchange is also proposing to increase the fee 
assessed for MOC, LOC, GTC, and IOC orders executed in the Opening 
Cross from $0.0005 per share executed, to $0.0010 per share executed 
for the net number of buy and sell shares up to a maximum of $15,000 
per firm per month. These changes will help the Exchange recapture some 
of the costs it incurs operating the cross system and will simplify the 
Exchange's fee schedule, while maintaining relatively low fees for the 
execution of orders in the Opening Cross.
    The Exchange is proposing to increase the fee assessed for quotes 
and orders executed in the NASDAQ IPO/Halt Cross. Currently, the 
Exchange assesses a fee on all quotes and orders executed in the IPO/
Halt Cross of $0.0005 per share executed. The Exchange is proposing to 
increase this fee to $0.0010 per share executed. The increased fee will 
help the Exchange recapture some of the costs it incurs operating the 
cross system and will simplify the Exchange's fee schedule, while 
maintaining relatively low fees for the execution of orders in the IPO/
Halt Cross.
Amended Fees for Designated Liquidity Providers
    The Exchange is proposing to amend language in Rule 7018(i), which 
concerns the applicability of fees and credits for execution of a 
Qualified Security \10\ by one of its Designated Liquidity Providers 
(``DLP''). As defined in Rule 7018(i)(2), a DLP is a registered NASDAQ 
market maker for a Qualified Security that has committed to maintain 
minimum performance standards.\11\ Under Rule 7018(i), a DLP is 
assessed a charge for removing liquidity from NASDAQ and a credit for 
adding liquidity thereto in its Qualified Securities. The charge and 
credit is meant to apply to DLPs in their Qualified Securities, to the 
exclusion of other charges and credits for execution under the rules. 
As currently drafted, only charges and credits provided under the 
preceding paragraphs of Rule 7018 are excluded from applying to DLPs in 
their Qualified Securities. The rebate programs under Rule 7014, 
however, are not excluded from applying to DLPs in their Qualified 
Securities. The Exchange is proposing to add language to Rule 7018(i) 
that also excludes the rebate programs under Rule 7014 from applying to 
DLPs in their Qualified Securities.
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    \10\ Rule 7018(i)(1) defines Qualified Security as an exchange-
traded fund or index-linked security listed on Nasdaq pursuant to 
Nasdaq Rules 5705, 5710, or 5720, and it has at least one Designated 
Liquidity Provider.
    \11\ The rule further provides that a DLP shall be selected by 
NASDAQ based on factors including, but not limited to, experience 
with making markets in exchange-traded funds and index-linked 
securities, adequacy of capital, willingness to promote NASDAQ as a 
marketplace, issuer preference, operational capacity, support 
personnel, and history of adherence to NASDAQ rules and securities 
laws. Moreover, the rule permits NASDAQ to limit the number of 
Designated Liquidity Providers in a security, or modify a previously 
established limit, upon prior written notice to members.
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    The Exchange is also proposing to eliminate the current charge 
assessed DLPs for entering an order that executes in the NASDAQ Market 
Center or attempts to execute in the NASDAQ Market Center prior to 
routing. NASDAQ assesses DLPs a charge of $0.003 per share executed for 
securities priced at $1 or more per share for an order that executes in 
the NASDAQ Market Center or attempts to execute in the NASDAQ Market 
Center prior to routing. For such orders in securities priced at less 
than $1 per share, the normal execution fees under 7018(a) apply. 
NASDAQ is proposing to eliminate this charge so that the normal charges 
apply to all orders that a DLP enters in one of its Qualified 
Securities that executes in the NASDAQ Market Center or attempts to 
execute in the NASDAQ Market Center prior to routing. As a consequence, 
DLPs will be eligible to receive reduced fees for such orders under 
other provisions of Rule 7018.

[[Page 9556]]

    Lastly, NASDAQ is proposing to eliminate the cap on the credit 
provided to DLPs under Rule 7018(i). Currently, NASDAQ limits the 
credit a DLP may receive to 10 million shares average daily volume and 
applies normal credits under 7018(a) to shares greater than 10 million 
average daily volume and nondisplayed liquidity. NASDAQ is deleting the 
limitation in its entirety, which may promote greater participation in 
the program.
2. Statutory Basis
    NASDAQ believes that the proposed rule change is consistent with 
the provisions of Section 6 of the Act,\12\ in general, and with 
Sections 6(b)(4) and 6(b)(5) of the Act,\13\ in particular, in that it 
provides for the equitable allocation of reasonable dues, fees and 
other charges among members and issuers and other persons using any 
facility or system which NASDAQ operates or controls, and is not 
designed to permit unfair discrimination between customers, issuers, 
brokers, or dealers.
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    \12\ 15 U.S.C. 78f.
    \13\ 15 U.S.C. 78f(b)(4) and (5).
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    The Exchange believes that the changes to the QMM Program are 
reasonable because they serve to maintain an incentive structure 
designed to benefit all market participants by encouraging quoting at 
or near the NBBO in a wide range of securities that are not listed on 
NASDAQ, while also removing the incentive with respect to NASDAQ-listed 
securities priced at $1 or more per share that access liquidity on the 
NASDAQ Market Center. As noted, the QMM program is intended to 
encourage members to promote price discovery and market quality by 
quoting at the NBBO for a significant portion of each day in a large 
number of securities, thereby benefitting NASDAQ and other investors by 
committing capital to support the execution of orders. NASDAQ's 
observation has been that the lower charge of the program has not 
materially increased the quality of the market in the NASDAQ Market 
Center with respect to NASDAQ-listed securities. As such, NASDAQ 
believes that applying the normal rate in the absence of the desired 
improvement in the market at the lower rate is an equitable allocation 
of a reasonable fee. Moreover, NASDAQ believes that the removal of the 
reduced fee is not unfairly discriminatory because it applies the 
default rate to Tape C securities, while maintaining a lower incentive 
rate in securities in Tape A and B securities, where the reduced fee 
has been effective in improving the market in such securities in 
NASDAQ. NASDAQ believes that the current market quality in Tape C 
securities in the NASDAQ Market Center should continue, notwithstanding 
the elimination of the reduced charge. Accordingly, NASDAQ's proposed 
change is designed to maintain the benefits associated with the QMM 
program while reducing its cost, thereby making the program sustainable 
in the longer term.
    The changes to the NBBO Setter Incentive program are consistent 
with a fair allocation of a reasonable fee and not unfairly 
discriminatory because they are intended to encourage members to add 
liquidity at prices that benefit all NASDAQ market participants and the 
NASDAQ market itself, and enhance price discovery, by establishing a 
new NBBO or allowing NASDAQ to join the NBBO established by another 
trading center. As the rule is currently written, only QMMs are 
precluded from receiving both a credits under the NBBO Setter Incentive 
program and the ISP. NASDAQ believes that it is an equitable allocation 
of a reasonable fee to extend the restriction on receiving multiple 
credits currently imposed on QMMs to all members because both QMMs and 
non-QMM members participating in the NBBO Setter Incentive program and 
ISP are providing the same market improvement under the two programs. 
Likewise, the Exchange believes that removing the distinction between 
QMMs and non-QMM members is not unfairly discriminatory because the 
change eliminates a distinction currently made in the rules applied to 
members that provide the same improvement to market quality under the 
ISP and NBBO Setter Incentive program.
    The proposed increase to the charge assessed on members with MOC 
and/or LOC orders in securities listed on NASDAQ, which are executed in 
the NASDAQ Closing Cross and entered through a single MPID that 
represents more than 0.06% of Consolidated Volume during the month is 
reasonable because it aligns the fee assessed with the default rate 
assessed for orders that execute in the NASDAQ Market Center. NASDAQ 
notes that current lower charge is designed to attract buyers to the 
NASDAQ Closing Cross and to incentivize members to use MOC and LOC 
orders, thereby providing a deep market and greater participation in 
the Closing Cross. NASDAQ is increasing the charge to cover costs 
associated with maintaining and improving the Closing Cross system. 
Accordingly, NASDAQ believes it is reasonable to assess the default fee 
of $0.0030 per share executed of a NASDAQ-listed security on members 
that remove liquidity in the NASDAQ Closing Cross. Moreover, NASDAQ 
believes that the fee is equitably allocated because all members with 
MOC and/or LOC orders in Tape C securities listed on NASDAQ that are 
executed in the NASDAQ Closing Cross and entered through a single MPID 
that represents more than 0.06% of Consolidated Volume during the month 
are assessed the same charge. The Exchange believes that increasing the 
charge does not discriminate unfairly because it is a modest increase 
tied to the benefit derived from participating in the Closing Cross.
    NASDAQ believes that the increase in the charge for TFTY orders 
that execute in venues other than NASDAQ OMX BX, NASDAQ OMX PSX, and in 
the case of Tape A securities, also venues other than NYSE is 
reasonable because the Exchange is raising the fee [sic] modest amount 
to account for costs associated with routing such orders to other 
venues. In this regard, NASDAQ notes that the fee is lower than fees 
assessed for routing and execution of other orders in securities of 
each of the three Tapes. NASDAQ believes that the proposed increase is 
equitably allocated because it will apply to all members that receive 
an execution in a TFTY order in the venues noted above. Lastly, the 
Exchange believes that the proposed fee increase is not unfairly 
discriminatory because it represents a modest increase in the charge 
assessed, which continues to be lower than the charges assessed for the 
execution of TFTY orders at other venues.
    The increase in the charge for QDRK, or QCST orders in securities 
of all three Tapes that execute in a venue other than the NASDAQ Market 
Center is reasonable because it represents a modest increase in the fee 
to account for increased costs associated with routing orders to other 
venues than NASDAQ. The proposed increase in the charge is equitably 
allocated because all members that enter QDRK or QCST orders in any 
security of the Tapes that executes in another venue [sic]. The 
proposed increase in the charge is not unfairly discriminatory because 
it raises an already significantly reduced rate for certain routed 
orders that execute in a venue other than the NASDAQ Market Center as 
compared to charges assessed for other routed orders.
    The elimination of the $0.0011 per share credit provided to members 
entering QCST orders that execute in BX is reasonable because NASDAQ is 
merely eliminating the credit provided for such an execution, and in 
its place assessing no charge. A QCST order

[[Page 9557]]

simultaneously accesses the NASDAQ book and routes to other venues, 
including BX.\14\ Elimination of the credit is equitably allocated and 
not unfairly discriminatory because all members that receive a QCST 
execution on BX will continue to receive the benefit of reduced fees 
for such executions in a security of any of the three Tapes. NASDAQ 
notes that the proposed elimination of the credit balances the desire 
to provide certain incentives with the costs the Exchange incurs in 
providing such incentives, which ultimately affect the ability to 
sustain them.
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    \14\ Rule 4758(a)(1)(A)(xiii).
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    The elimination of the $0.0004 per share credit provided to members 
entering DOTI orders that execute on BX is reasonable because NASDAQ is 
merely eliminating the credit provided for such an execution, and in 
its place is assessing no charge. A DOTI order attempts to execute 
against orders in the NASDAQ book at a price equal to or better than 
the NBBO. If unfilled, the order will then route to BX where it will 
also attempt to execute at the NBBO or better. If still unfilled, the 
order will route to NYSE or NYSE Amex where the order will remain until 
it is executed or cancelled. Elimination of the credit is equitably 
allocated and not unfairly discriminatory because all members that 
receive a DOTI order execution on BX will continue to receive the 
benefit of reduced fees for such executions. NASDAQ notes that the 
proposed elimination of the credit balances the desire to provide 
certain incentives with the costs the Exchange incurs in providing such 
incentives, which ultimately affect the ability to sustain them.
    NASDAQ believes that the changes to the fees assessed for 
participation the NASDAQ Opening, Closing and IPO/Halt Crosses are 
consistent with a fair allocation of a reasonable fee and not unfairly 
discriminatory. NASDAQ believes that the fees are reasonable because 
supporting the crosses requires capital investment to maintain a system 
that facilitates an orderly auction process. Specifically, NASDAQ is 
proposing a modest fee increase for MOC, LOC, GTC and IOC orders 
executed in the Opening Cross, which will bring the charge in line with 
the charge assessed for MOC and LOC orders that are executed in the 
Closing Cross. Similarly, NASDAQ is proposing to assess a new charge on 
orders that execute in the Opening and Closing Crosses for orders that 
are not MOC, LOC, GTC or IOC, with respect to the Opening Cross, and 
not MOC and LOC orders with respect to the Closing Cross. The Exchange 
is also modestly increasing the charge assessed for all orders that 
execute in an IPO/Halt Cross. The proposed fees are equitably allocated 
because they apply a fee on all members that benefit from participation 
in the Opening, Closing and IPO/Halt Crosses, and are based on the type 
of order entered and contribution to market quality. Similarly, the 
proposed fees are not unfairly discriminatory because they are based on 
the type of order executed in the cross and the benefit to market 
quality that such orders provide.
    NASDAQ believes that the proposed exclusion of the availability of 
credits provided under Rule 7014 to DLPs in Qualified Securities is 
consistent with a fair allocation of a reasonable fee because the 
program is designed to supersede other pricing applicable to the 
execution of securities provided in Rule 7018, and extension of the 
exclusion to the rebate programs under 7014 is consistent with the 
nature of the program. As described above, the DLP is specifically 
designed to apply to NASDAQ market makers in certain Qualified 
Securities. DLPs receive specific credits and charges based on the 
nature of their transactions in their Qualified Securities. 
Accordingly, NASDAQ believes that it limiting the benefits a DLP 
receives to the DLP program is reasonable and a fair allocation of 
credits. Likewise, the Exchange believes that removing the distinction 
between Rule 7018 credits and charges, and those provided under Rule 
7014 is not unfairly discriminatory because it is consistent with the 
exclusive nature of the DLP program.
    The Exchange also believes that eliminating the charge assessed 
DLPs for entering an order that executes in the NASDAQ Market Center or 
attempts to execute in the NASDAQ Market Center prior to routing is 
reasonable because it permits DLPs to achieve a better rate for such a 
routed orders to the extent that the order is eligible for a lower 
charge under other provisions of the fee schedule, thus making 
participation in the program more attractive. The Exchange believes the 
elimination of the charge is an equitable allocation of the fee because 
it will make DLPs eligible to achieve reduced rates in the same manner 
as other members are under Rule 7018. NASDAQ believes that elimination 
of the charge is not unfairly discriminatory because it allows DLPs to 
receive a benefit that other members currently enjoy.
    Lastly, the elimination of the cap on the credit provided in Rule 
7018(i) is reasonable and an equitable allocation of the credit because 
it is designed to promote greater participation in the program thereby 
improving market quality in Qualified Securities, which benefits all 
market participant in NASDAQ. Similarly, NASDAQ does not believe that 
the removal of the credit cap is unfairly discriminatory because the 
greater participation in the DLP program that the change is designed to 
encourage will benefit all market participants to the extent that the 
change is effective.

B. Self-Regulatory Organization's Statement on Burden on Competition

    NASDAQ does not believe that the proposed rule change will result 
in any burden on competition that is not necessary or appropriate in 
furtherance of the purposes of the Act, as amended.\15\ NASDAQ notes 
that it operates in a highly competitive market in which market 
participants can readily favor competing venues if they deem fee levels 
at a particular venue to be excessive, or rebate opportunities 
available at other venues to be more favorable. In such an environment, 
NASDAQ must continually adjust its fees to remain competitive with 
other exchanges and with alternative trading systems that have been 
exempted from compliance with the statutory standards applicable to 
exchanges. Because competitors are free to modify their own fees in 
response, and because market participants may readily adjust their 
order routing practices, NASDAQ believes that the degree to which fee 
changes in this market may impose any burden on competition is 
extremely limited. In this instance, although the change to the QMM 
program may limit the benefits of the program in NASDAQ-listed 
securities, the incentive program in question remains in place and is 
itself reflective of the need for exchanges to offer significant 
financial incentives to attract order flow. The changes to routing fees 
and credits do not impose a burden on competition because NASDAQ's 
routing services are optional and are the subject of competition from 
other exchanges and broker-dealers that offer routing services, as well 
as the ability of members to develop their own routing capabilities. 
The new and increased fees for execution in the NASDAQ crosses are 
reflective of a need to support and improve NASDAQ systems, which in 
turn benefit market quality and ultimately, competition. Finally, the 
changes to DLP program are reflective of the need for the Exchange to 
offer incentives to market participants balanced with the need to keep 
costs

[[Page 9558]]

associated with providing the incentives at a level that will ensure 
the sustainability of the programs. NASDAQ is eliminating a charge 
under the program that will allow DLPs to be eligible to receive 
reduced rates for removing liquidity. NASDAQ is also removing a fee 
[sic] cap, which may attract more participation in the program. The DLP 
program is entirely voluntary, and as a consequence members may elect 
to participate in other incentive programs under which they may receive 
benefits for improving the market. In sum, if the changes proposed 
herein are unattractive to market participants, it is likely that 
NASDAQ will lose market share as a result. Accordingly, NASDAQ does not 
believe that the proposed changes will impair the ability of members or 
competing order execution venues to maintain their competitive standing 
in the financial markets.
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    \15\ 15 U.S.C. 78f(b)(8).
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C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    Written comments were neither solicited nor received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The foregoing change has become effective pursuant to Section 
19(b)(3)(A) of the Act,\16\ and paragraph (f) \17\ of Rule 19b-4, 
thereunder. At any time within 60 days of the filing of the proposed 
rule change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act.
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    \16\ 15 U.S.C. 78s(b)(3)(A).
    \17\ 17 CFR 240.19b-4(f).
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IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to rule-comments@sec.gov. Please include 
File Number SR-NASDAQ-2014-015 on the subject line.

Paper Comments

     Send paper comments in triplicate to Elizabeth M. Murphy, 
Secretary, Securities and Exchange Commission, 100 F Street NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-NASDAQ-2014-015. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549 on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of such filing also will be available 
for inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-NASDAQ-2014-015, and should 
be submitted on or before March 12, 2014.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\18\
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    \18\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-03561 Filed 2-18-14; 8:45 am]
BILLING CODE 8011-01-P


